Edgar Filing: KANSAS CITY SOUTHERN

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 1-4717

KANSAS CITY SOUTHERN

(Exact name of registrant as specified in its charter)



Delaware				44-0663509
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
427 West 12th Street, Kansas City, Missouri				64105
(Address of principal executive offices)				(Zip Code)

816.983.1303

(Registrant’s telephone number, including area code)

No Change

(Former name, former address and former fiscal year, if changed since last report.)

____________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer (Do not check if a smaller reporting company) ¨

Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class		October 13, 2017
Common Stock, $0.01 per share par value		103,543,121 Shares

Table of Contents

Kansas City Southern and Subsidiaries

Form 10-Q

September 30, 2017

Index



		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Statements of Income — Three and nine months ended September 30, 2017 and 2016	3
	Consolidated Statements of Comprehensive Income — Three and nine months ended September 30, 2017 and 2016	4
	Consolidated Balance Sheets — September 30, 2017 and December 31, 2016	5
	Consolidated Statements of Cash Flows — Nine months ended September 30, 2017 and 2016	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
	SIGNATURES	43

Table of Contents

PART I — FINANCIAL INFORMATION


Item 1.	Financial Statements

Kansas City Southern and Subsidiaries

Consolidated Statements of Income



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions, except share and per share amounts) (Unaudited)
Revenues	$	656.6		$	604.5		$	1,922.5		$	1,735.7
Operating expenses:
Compensation and benefits	129.0			127.9			371.6			347.0
Purchased services	46.3			54.5			146.5			159.1
Fuel	80.1			67.6			234.4			186.0
Mexican fuel excise tax credit	(11.1		)	(15.6		)	(35.6		)	(49.6		)
Equipment costs	30.9			32.0			93.3			85.9
Depreciation and amortization	81.9			76.9			241.6			226.9
Materials and other	65.7			61.4			186.9			172.8
Total operating expenses	422.8			404.7			1,238.7			1,128.1
Operating income	233.8			199.8			683.8			607.6
Equity in net earnings of affiliates	2.8			3.5			9.7			10.4
Interest expense	(25.2		)	(25.2		)	(74.9		)	(73.2		)
Foreign exchange gain (loss)	0.8			(19.8		)	61.8			(47.3		)
Other income (expense), net	(0.3		)	—			0.7			(0.5		)
Income before income taxes	211.9			158.3			681.1			497.0
Income tax expense	82.0			37.3			269.6			147.4
Net income	129.9			121.0			411.5			349.6
Less: Net income attributable to noncontrolling interest	0.6			0.4			1.2			1.1
Net income attributable to Kansas City Southern and subsidiaries	129.3			120.6			410.3			348.5
Preferred stock dividends	0.1			0.1			0.2			0.2
Net income available to common stockholders	$	129.2		$	120.5		$	410.1		$	348.3

Earnings per share:
Basic earnings per share	$	1.24		$	1.12		$	3.89		$	3.23
Diluted earnings per share	$	1.23		$	1.12		$	3.88		$	3.23

Average shares outstanding (in thousands):
Basic	104,324			107,621			105,297			107,800
Potentially dilutive common shares	354			191			285			199
Diluted	104,678			107,812			105,582			107,999

See accompanying notes to consolidated financial statements.

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Kansas City Southern and Subsidiaries

Consolidated Statements of Comprehensive Income



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(In millions) (Unaudited)
Net income	$	129.9		$	121.0		$	411.5		$	349.6
Other comprehensive loss:
Unrealized loss on interest rate derivative instruments during the period, net of tax of $(0.3) million and $(1.8) million, respectively	(0.5		)	—			(2.8		)	—
Foreign currency translation adjustments, net of tax of $(0.1) million, $(0.2) million, $0.7 million and $(0.7) million, respectively	(0.2		)	(0.3		)	1.1			(1.0		)
Other comprehensive loss	(0.7		)	(0.3		)	(1.7		)	(1.0		)
Comprehensive income	129.2			120.7			409.8			348.6
Less: Comprehensive income attributable to noncontrolling interest	0.6			0.4			1.2			1.1
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	128.6		$	120.3		$	408.6		$	347.5

See accompanying notes to consolidated financial statements.

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Kansas City Southern and Subsidiaries

Consolidated Balance Sheets



	September 30, 2017			December 31, 2016
	(In millions, except share and per share amounts)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	88.4		$	170.6
Accounts receivable, net	237.2			191.0
Materials and supplies	151.2			152.6
Other current assets	163.7			133.8
Total current assets	640.5			648.0
Investments	51.9			32.9
Property and equipment (including concession assets), net	8,335.6			8,069.7
Other assets	72.3			66.9
Total assets	$	9,100.3		$	8,817.5
LIABILITIES AND EQUITY
Current liabilities:
Long-term debt due within one year	$	40.5		$	25.4
Short-term borrowings	355.9			181.3
Accounts payable and accrued liabilities	528.4			537.7
Total current liabilities	924.8			744.4
Long-term debt	2,238.4			2,271.5
Deferred income taxes	1,432.3			1,289.3
Other noncurrent liabilities and deferred credits	98.4			107.8
Total liabilities	4,693.9			4,413.0
Stockholders’ equity:
$25 par, 4% noncumulative, preferred stock, 840,000 shares authorized, 649,736 shares issued, 242,170 shares outstanding	6.1			6.1
$.01 par, common stock, 400,000,000 shares authorized; 123,352,185 shares issued; 103,694,613 and 106,606,619 shares outstanding at September 30, 2017 and December 31, 2016, respectively	1.0			1.1
Additional paid-in capital	930.5			954.8
Retained earnings	3,160.9			3,134.1
Accumulated other comprehensive loss	(7.9		)	(6.2		)
Total stockholders’ equity	4,090.6			4,089.9
Noncontrolling interest	315.8			314.6
Total equity	4,406.4			4,404.5
Total liabilities and equity	$	9,100.3		$	8,817.5

See accompanying notes to consolidated financial statements.

Kansas City Southern and Subsidiaries

Consolidated Statements of Cash Flows



	Nine Months Ended
	September 30,
	2017			2016
	(In millions) (Unaudited)
Operating activities:
Net income	$	411.5		$	349.6
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	241.6			226.9
Deferred income taxes	146.6			117.4
Equity in net earnings of affiliates	(9.7		)	(10.4		)
Share-based compensation	14.6			15.2
Distributions from affiliates	5.0			5.0
Settlement of foreign currency derivative instruments	(14.4		)	(58.4		)
(Gain) loss on foreign currency derivative instruments	(45.5		)	35.8
Mexican fuel excise tax credit	(35.6		)	(49.6		)
Changes in working capital items:
Accounts receivable	(46.8		)	(21.5		)
Materials and supplies	1.1			(6.0		)
Other current assets	(24.4		)	(4.2		)
Accounts payable and accrued liabilities	109.0			86.3
Other, net	(19.3		)	(2.5		)
Net cash provided by operating activities	733.7			683.6

Investing activities:
Capital expenditures	(446.9		)	(405.1		)
Purchase or replacement of equipment under operating leases	(42.6		)	(26.6		)
Property investments in MSLLC	(23.7		)	(31.2		)
Investments in and advances to affiliates	(20.3		)	(0.9		)
Proceeds from disposal of property	6.6			3.6
Other, net	(15.1		)	(5.8		)
Net cash used for investing activities	(542.0		)	(466.0		)

Financing activities:
Proceeds from short-term borrowings	9,772.2			6,499.0
Repayment of short-term borrowings	(9,600.9		)	(6,579.3		)
Proceeds from issuance of long-term debt	—			248.7
Repayment of long-term debt	(20.2		)	(20.8		)
Dividends paid	(105.1		)	(107.2		)
Shares repurchased	(320.4		)	(99.8		)
Debt costs	—			(2.6		)
Proceeds from employee stock plans	0.5			0.9
Net cash used for financing activities	(273.9		)	(61.1		)
Cash and cash equivalents:
Net increase (decrease) during each period	(82.2		)	156.5
At beginning of year	170.6			136.6
At end of period	$	88.4		$	293.1

See accompanying notes to consolidated financial statements.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements

For purposes of this report, “KCS” or the “Company” may refer to Kansas City Southern or, as the context requires, to one or more subsidiaries of Kansas City Southern.

1. Basis of Presentation

In the opinion of the management of KCS, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal and recurring adjustments) necessary to fairly present the results for interim periods in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. Certain prior year amounts have been reclassified to conform to the current year presentation.

During the first quarter of 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The Company now recognizes forfeitures as they occur rather than estimating a forfeiture rate for the year. Excess tax benefits or deficiencies resulting from the exercise or vesting of awards are included in income tax expense in the reporting period in which they occur. Upon adoption, the Company recognized a cumulative-effect adjustment to equity at the beginning of 2017, as disclosed in Note 10 - Equity.

During the third quarter of 2017, the Company early adopted ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The Company now asserts qualitatively, on a quarterly basis, that the hedging relationship was and continues to be highly effective as long as facts and circumstances related to the hedging relationship have not changed. If facts and circumstances have changed, the Company will perform a quantitative assessment to ensure the hedging relationship is still deemed highly effective. In addition, the ineffective portion of an effective hedge is no longer measured periodically and included in the income statement; rather, the total periodic change in fair value of an effective hedge is included in accumulated other comprehensive income on the balance sheet, until settlement occurs. The adoption of the new guidance had no impact on the Company’s consolidated financial statements as there was no ineffectiveness recognized on the Company’s cash flow hedges prior to adoption.

2. New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to be entitled in exchange for those goods or services. The new standard will become effective for the Company beginning with the first quarter 2018 and the Company plans to adopt the accounting standard using the modified retrospective transition approach. The modified retrospective transition approach will recognize any changes from the beginning of the year of initial application through retained earnings with no restatement of comparative periods. The Company has substantially completed a review of the likely impacts of the application of the new standard to its existing portfolio of customer contracts. Under the new standard, the Company will continue to recognize freight revenue proportionally as a shipment moves from origin to destination. Furthermore, the Company will be required to assess variable consideration included in its contracts and make judgments and estimates throughout the applicable periods. Certain additional financial statement disclosure requirements are mandated by the new standard including disclosure of contract assets and contract liabilities as well as a disaggregated view of revenue, which the Company expects to be similar to the current disclosures within the “Results of Operations” for revenues section of Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Based on the Company’s review, the adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize for all leases a right-to-use asset and a lease obligation in the Consolidated Balance Sheet. Expenses are recognized in the Consolidated Statement of Income in a manner similar to current accounting guidance. Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required. The new standard will become effective for the Company beginning with the first quarter 2019 and requires a modified retrospective transition approach. The Company has created a cross functional team to develop an implementation plan for the new standard and is assessing contractual arrangements that may qualify as a lease under the new standard. The Company has selected a lease management system and is progressing towards implementation. At December 31, 2016, KCS disclosed approximately $300 million of operating leases in the contractual obligations table in the Company’s most recent Form 10-K and will evaluate those contracts as well as other existing

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

arrangements to determine if they qualify for lease accounting under the new standard. The Company is continuing to evaluate the impacts the adoption of this accounting guidance will have on the consolidated financial statements.

3. Mexican Fuel Excise Tax Credit

Fuel purchases made in Mexico are subject to an excise tax that is included in the price of fuel. The Company is eligible for and utilizes an available credit for the excise tax included in the price of fuel that is purchased and consumed in locomotives and certain work equipment in Mexico. For the three and nine months ended September 30, 2017, the Company recognized an $11.1 million and $35.6 million benefit, respectively, and a $15.6 million and $49.6 million benefit for the same periods in 2016. The Mexican fuel excise tax credit is realized through the offset of the total annual Mexico income tax liability and income tax withholding payment obligations of Kansas City Southern de Mexico, S.A. de C.V. (“KCSM”), with no carryforward to future periods.

4. Hurricane Harvey

In late August 2017, Hurricane Harvey made landfall on the Texas coast and caused flood damage to the Company’s track infrastructure and significantly disrupted the Company’s rail service. The Company continues to evaluate the impact of Hurricane Harvey on the business and intends to file a claim under its insurance program for property damage, incremental expenses, and lost profits caused by Hurricane Harvey. Accordingly, during the three months ended September 30, 2017, the Company recognized a receivable for probable insurance recovery offsetting the impact of incremental expenses recognized in the quarter. The recognition of remaining probable insurance recoveries in excess of incremental expenses and self-insured retention represents a contingent gain, which will be recognized when all contingencies have been resolved, which generally occurs at the time of final settlement or when nonrefundable cash payments are received.

5. Earnings Per Share Data

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share adjusts basic earnings per common share for the effects of potentially dilutive common shares, if the effect is not anti-dilutive. Potentially dilutive common shares include the dilutive effects of shares issuable under the stock option and performance award plans.

The following table reconciles the basic earnings per share computation to the diluted earnings per share computation (in millions, except share and per share amounts):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Net income available to common stockholders for purposes of computing basic and diluted earnings per share	$	129.2	$	120.5	$	410.1	$	348.3
Weighted-average number of shares outstanding (in thousands):
Basic shares	104,324		107,621		105,297		107,800
Effect of dilution	354		191		285		199
Diluted shares	104,678		107,812		105,582		107,999
Earnings per share:
Basic earnings per share	$	1.24	$	1.12	$	3.89	$	3.23
Diluted earnings per share	$	1.23	$	1.12	$	3.88	$	3.23

Potentially dilutive shares excluded from the calculation (in thousands):



Stock options excluded as their inclusion would be anti-dilutive	14	34	159	220

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

6. Property and Equipment (including Concession Assets)

Property and equipment, including concession assets, and related accumulated depreciation and amortization are summarized below (in millions):



	September 30, 2017		December 31, 2016
Land	$	218.7	$	219.2
Concession land rights	141.2		141.2
Road property	7,438.5		7,186.0
Equipment	2,530.9		2,439.8
Technology and other	209.7		182.2
Construction in progress	388.4		293.4
Total property	10,927.4		10,461.8
Accumulated depreciation and amortization	2,591.8		2,392.1
Property and equipment (including concession assets), net	$	8,335.6	$	8,069.7

Concession assets, net of accumulated amortization of $667.5 million and $610.7 million, totaled $2,177.8 million and $2,131.6 million at September 30, 2017 and December 31, 2016, respectively.

7. Fair Value Measurements

Assets and liabilities recognized at fair value are required to be classified into a three-level hierarchy. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value in its entirety requires judgment and considers factors specific to the asset or liability.

The Company’s derivative financial instruments are measured at fair value on a recurring basis and consist of foreign currency forward and option contracts and treasury lock agreements, which are classified as Level 2 valuations. The Company determines the fair value of its derivative financial instrument positions based upon pricing models using inputs observed from actively quoted markets and also takes into consideration the contract terms as well as other inputs, including market currency exchange rates and in the case of option contracts, volatility, the risk-free interest rate and the time to expiration. The fair value of the foreign currency derivative instruments was an asset of $18.8 million and a liability of $41.1 million at September 30, 2017 and December 31, 2016, respectively, and the fair value of the forward treasury lock agreements was a liability of $4.6 million at September 30, 2017. There were no outstanding treasury lock agreements at December 31, 2016.

The Company’s short-term financial instruments include cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings. The carrying value of the short-term financial instruments approximates their fair value.

The fair value of the Company’s debt is estimated using quoted market prices when available. When quoted market prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities and credit quality. The fair value of the Company’s debt was $2,396.0 million and $2,303.8 million at September 30, 2017 and December 31, 2016, respectively. The carrying value was $2,278.9 million and $2,296.9 million at September 30, 2017 and December 31, 2016, respectively. If the Company’s debt were measured at fair value, the fair value measurements of the individual debt instruments would have been classified as either Level 1 or Level 2 in the fair value hierarchy.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

8. Derivative Instruments

The Company enters into derivative transactions in certain situations based on management’s assessment of current market conditions and perceived risks. Management intends to respond to evolving business and market conditions and in doing so, may enter into such transactions as deemed appropriate.

Credit Risk. As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. The Company manages this risk by limiting its counterparties to large financial institutions which meet the Company’s credit rating standards and have an established banking relationship with the Company. As of September 30, 2017, the Company did not expect any losses as a result of default of its counterparties.

Interest Rate Derivative Instruments. In May 2017, the Company executed four treasury lock agreements with an aggregate notional value of $275.0 million and a weighted average interest rate of 2.85%. The purpose of the treasury locks is to hedge the U.S. Treasury benchmark interest rate associated with future interest payments related to the anticipated refinancing of the $275.0 million of KCS 2.35% senior notes due May 15, 2020. The Company has designated the treasury locks as cash flow hedges and recorded unrealized gains and losses in Accumulated other comprehensive income. Upon settlement, the unrealized gain or loss in Accumulated other comprehensive income will be amortized to interest expense over the life of the future underlying debt issuance.

Foreign Currency Derivative Instruments. The Company’s Mexican subsidiaries have net U.S. dollar-denominated monetary liabilities which, for Mexican income tax purposes, are subject to periodic revaluation based on changes in the value of the Mexican peso against the U.S. dollar. This revaluation creates fluctuations in the Company’s Mexican income tax expense and the amount of income taxes paid in Mexico. The Company hedges its exposure to this cash tax risk by entering into foreign currency forward contracts and foreign currency option contracts known as zero-cost collars.

The foreign currency forward contracts involve the Company’s purchase of pesos at an agreed-upon weighted-average exchange rate to each U.S dollar. The zero-cost collars involve the Company’s purchase of a Mexican peso call option and a simultaneous sale of a Mexican peso put option, with equivalent U.S. dollar notional amounts for each option and no net cash premium paid by the Company. The Company does not physically exchange currencies upon maturity or expiration of its forward contracts or zero-cost collars. Instead, the Company settles the maturing/expiring transactions by entering into offsetting transactions, which results in a physical exchange of only the net gain or loss between the Company and the counterparty.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Below is a summary of the Company’s 2017 and 2016 foreign currency derivative contracts (amounts in millions, except Ps./USD):



Foreign currency forward contracts
	Contracts to purchase Ps./pay USD								Offsetting contracts to sell Ps./receive USD
	Notional amount		Notional amount		Weighted-average exchange rate (in Ps./USD)		Maturity date		Notional amount			Notional amount		Weighted-average exchange rate (in Ps./USD)		Maturity date	Cash received/(paid) on settlement
Contracts executed in 2016 and settled in 2017	$	340.0	Ps.	6,207.7	Ps.	18.3	1/17/2017		$	287.0		Ps.	6,207.7	Ps.	21.6	1/17/2017	$	(53.0	)
Contracts executed in 2016 and settled in 2016	$	60.0	Ps.	1,057.3	Ps.	17.6	4/29/2016		$	60.7		Ps.	1,057.3	Ps.	17.4	4/29/2016	$	0.7
Contracts executed in 2015 and settled in 2016	$	300.0	Ps.	4,480.4	Ps.	14.9	1/15/2016		$	251.0		Ps.	4,480.4	Ps.	17.9	1/15/2016	$	(49.0	)

Foreign currency zero-cost collar contracts
	Notional amount		Maturity date		Weighted-average call rate outstanding options (in Ps./USD)		Weighted-average put rate outstanding options (in Ps./USD)		Cash received/(paid) on settlement
Contracts executed in 2017 and partially settled in 2017	$	255.0	1/16/2018		Ps.	21.6	Ps.	24.7	$	7.7	(i)
Contracts executed in 2017 and settled in 2017	$	10.0	1/18/2018		—		—		$	0.4
Contracts executed in 2017 and settled in 2017	$	70.0	7/27/2017		—		—		$	4.7
Contracts executed in 2017 and settled in 2017	$	195.0	4/25/2017		—		—		$	25.8
Contracts executed in 2015 and settled in 2016	$	80.0	1/15/2016		—		—		$	(10.1	)

(i) During February and September 2017, the Company settled $115.0 million and $25.0 million, respectively, of the zero-cost collar contracts.

The Company has not designated any of the foreign currency derivative contracts as hedging instruments for accounting purposes. The Company measures the foreign currency derivative contracts at fair value each period and recognizes any change in fair value in Foreign exchange gain (loss) within the Consolidated Statements of Income.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

The following tables present the fair value of derivative instruments included in the Consolidated Balance Sheets (in millions):



	Derivative Assets
	Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives not designated as hedging instruments:
Foreign currency zero-cost collar contracts	Other current assets	$	18.8	$	—
Total derivatives not designated as hedging instruments		18.8		—
Total derivative assets		$	18.8	$	—



	Derivative Liabilities
	Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives designated as hedging instruments:
Treasury lock agreements	Other noncurrent liabilities and deferred credits	$	4.6	$	—
Total derivatives designated as hedging instruments		4.6		—
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accounts payable and accrued liabilities	—		41.1
Total derivatives not designated as hedging instruments		—		41.1
Total derivative liabilities		$	4.6	$	41.1

The following table presents the effects of derivative instruments on the Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (in millions):



Derivatives in Cash Flow Hedging Relationships		Amount of Gain/(Loss) Recognized in OCI on Derivative
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Treasury lock agreements		$	(0.8	)	$	—		$	(4.6	)	$	—
Total		$	(0.8	)	$	—		$	(4.6	)	$	—

Derivatives Not Designated as Hedging Instruments	Location of Gain/(Loss) Recognized in Income on Derivative	Amount of Gain/(Loss) Recognized in Income on Derivative
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2017			2016			2017			2016
Foreign currency forward contracts	Foreign exchange gain (loss)	$	—		$	(16.1	)	$	(11.9	)	$	(31.9	)
Foreign currency zero-cost collar contracts	Foreign exchange gain (loss)	3.3			—			57.4			(3.9		)
Total		$	3.3		$	(16.1	)	$	45.5		$	(35.8	)

9. Short-Term Borrowings

Commercial Paper. The Company’s commercial paper program generally serves as the primary means of short-term funding. As of September 30, 2017, KCS had $355.9 million commercial paper outstanding, net of $0.1 million discount, at a weighted-average interest rate of 1.661%. As of December 31, 2016, KCS had $181.3 million of commercial paper outstanding, net of $0.1 million discount, at a weighted-average interest rate of 1.290%.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

10. Equity

The following tables summarize the changes in equity (in millions):



	Three Months Ended September 30, 2017								Three Months Ended September 30, 2016
	Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity			Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity
Beginning balance	$	4,192.6		$	315.2	$	4,507.8		$	4,020.6		$	311.1	$	4,331.7
Net income	129.3			0.6		129.9			120.6			0.4		121.0
Other comprehensive loss	(0.7		)	—		(0.7		)	(0.3		)	—		(0.3		)
Contribution from noncontrolling interest	—			—		—			—			2.4		2.4
Dividends on common stock	(37.3		)	—		(37.3		)	(35.5		)	—		(35.5		)
Dividends on $25 par preferred stock	(0.1		)	—		(0.1		)	(0.1		)	—		(0.1		)
Share repurchases	(200.0		)	—		(200.0		)	(40.6		)	—		(40.6		)
Options exercised and stock subscribed, net of shares withheld for employee taxes	2.7			—		2.7			2.9			—		2.9
Excess tax benefit from share-based compensation	—			—		—			0.2			—		0.2
Share-based compensation	4.1			—		4.1			4.1			—		4.1
Ending balance	$	4,090.6		$	315.8	$	4,406.4		$	4,071.9		$	313.9	$	4,385.8



	Nine Months Ended September 30, 2017								Nine Months Ended September 30, 2016
	Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity			Kansas City Southern Stockholders’ Equity			Noncontrolling Interest		Total Equity
Beginning balance	$	4,089.9		$	314.6	$	4,404.5		$	3,914.3		$	310.4	$	4,224.7
Cumulative-effect adjustment (i)	2.5			—		2.5			—			—		—
Net income	410.3			1.2		411.5			348.5			1.1		349.6
Other comprehensive loss	(1.7		)	—		(1.7		)	(1.0		)	—		(1.0		)
Contribution from noncontrolling interest	—			—		—			—			2.4		2.4
Dividends on common stock	(107.2		)	—		(107.2		)	(106.7		)	—		(106.7		)
Dividends on $25 par preferred stock	(0.2		)	—		(0.2		)	(0.2		)	—		(0.2		)
Share repurchases	(320.4		)	—		(320.4		)	(99.8		)	—		(99.8		)
Options exercised and stock subscribed, net of shares withheld for employee taxes	2.8			—		2.8			1.8			—		1.8
Excess tax benefit from share-based compensation	—			—		—			(0.2		)	—		(0.2		)
Share-based compensation	14.6			—		14.6			15.2			—		15.2
Ending balance	$	4,090.6		$	315.8	$	4,406.4		$	4,071.9		$	313.9	$	4,385.8


(i)	The Company recognized a $2.5 million net cumulative-effect adjustment to equity as of January 1, 2017, due to the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. For additional discussion, see Note 1 - Basis of Presentation.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Share Repurchase Programs

During the second quarter of 2017, the Company concluded a $500.0 million share repurchase program that was announced in May 2015 (the “2015 Program”). In August 2017, the Company announced a new share repurchase program authorizing the Company to repurchase up to $800.0 million of its outstanding shares of common stock through June 30, 2020 (the “2017 Program”). Share repurchases may be made in the open market, through privately negotiated transactions, or through an accelerated share repurchase (“ASR”) program limited to $200.0 million.

Under an ASR agreement, the Company pays a specified amount to a financial institution and receives an initial delivery of shares. Upon settlement of the ASR agreement, typically the financial institution delivers additional shares, with the final aggregate number of shares delivered determined with reference to the volume weighted-average price per share of the Company’s common stock over the term of the ASR agreement, less a negotiated discount. The transactions are accounted for as equity transactions with any excess of repurchase price over par value allocated between additional paid-in capital and retained earnings. At the time the shares are received, there is an immediate reduction in the weighted-average number of shares outstanding for purposes of the basic and diluted earnings per share computation.

During the third quarter of 2017, the Company entered into two ASR agreements. The terms of the ASR agreements, structured as outlined above, were as follows:



Third Party Institution	Agreement Date	Settlement Date	Total Amount of Agreement (in millions)		Initial Shares Delivered	Fair Market Value of Initial Shares (in millions)		Additional Shares Delivered	Fair Market Value of Additional Shares (in millions)			Total Shares Delivered	Weighted-Average Price Per Share
ASR Agreement #1	August 2017	August 2017	$	100.0	799,398	$	85.0	151,481	$	15.0		950,879	$	105.17
ASR Agreement #2	August 2017	October 2017	$	100.0	799,398	$	85.0	151,492	$	15.0	(i)	950,890	$	105.16
Total			$	200.0	1,598,796	$	170.0	302,973	$	30.0		1,901,769	$	105.17

(i) The remaining $15.0 million as of September 30, 2017 was recorded as a forward contract indexed to the Company’s own common stock and included in capital surplus within Additional paid-in capital in the accompanying Consolidated Balance Sheet, and was subsequently settled in October 2017.

Following settlement of the ASR program in October 2017, the Company’s 2017 repurchases of common stock, which includes shares repurchased through the 2015 Program and the 2017 Program, totaled 3,241,978 shares of common stock at an average price of $98.83 per share and a total cost of $320.4 million.

Cash Dividends on Common Stock

On August 15, 2017, the Company’s Board of Directors declared a cash dividend of $0.360 per share payable on October 4, 2017, to common stockholders of record as of September 11, 2017. The aggregate amount of the dividends declared for the three and nine months ended September 30, 2017 was $37.3 million and $107.2 million, respectively.

The following table presents the amount of cash dividends declared per common share by the Company’s Board of Directors:



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Cash dividends declared per common share	$	0.360	$	0.330	$	1.020	$	0.990

11. Commitments and Contingencies

Concession Duty. Under KCSM’s 50-year railroad concession from the Mexican government (the “Concession”), which would expire in 2047 unless extended, KCSM pays annual concession duty expense of 1.25% of gross revenues. For the three and nine months ended September 30, 2017, the concession duty expense, which is recorded within Materials and other in operating expenses, was $4.2 million and $12.7 million, respectively, compared to $3.9 million and $11.2 million for the same periods in 2016.

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Litigation. The Company is a party to various legal proceedings and administrative actions, all of which, except as set forth below, are of an ordinary, routine nature and incidental to its operations. Included in these proceedings are various tort claims brought by current and former employees for job-related injuries and by third parties for injuries related to railroad operations. KCS aggressively defends these matters and has established liability provisions, which management believes are adequate to cover expected costs. Although it is not possible to predict with certainty the outcome of any legal proceeding, in the opinion of management, other than those proceedings described in detail below, such proceedings and actions should not, individually, or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements.

Environmental Liabilities. The Company’s U.S. operations are subject to extensive federal, state and local environmental laws and regulations. The major U.S. environmental laws to which the Company is subject include, among others, the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA,” also known as the Superfund law), the Toxic Substances Control Act, the Federal Water Pollution Control Act, and the Hazardous Materials Transportation Act. CERCLA can impose joint and several liabilities for cleanup and investigation costs, without regard to fault or legality of the original conduct, on current and predecessor owners and operators of a site, as well as those who generate, or arrange for the disposal of, hazardous substances. The Company does not believe that compliance with the requirements imposed by the environmental laws will impair its competitive capability or result in any material additional capital expenditures, operating or maintenance costs. The Company is, however, subject to environmental remediation costs as described in the following paragraphs.

The Company’s Mexico operations are subject to Mexican federal and state laws and regulations relating to the protection of the environment through the establishment of standards for water discharge, water supply, emissions, noise pollution, hazardous substances and transportation and handling of hazardous and solid waste. The Mexican government may bring administrative and criminal proceedings, impose economic sanctions against companies that violate environmental laws, and temporarily or even permanently close non-complying facilities.

The risk of incurring environmental liability is inherent in the railroad industry. As part of serving the petroleum and chemicals industry, the Company transports hazardous materials and has a professional team available to respond to and handle environmental issues that might occur in the transport of such materials.

The Company performs ongoing reviews and evaluations of the various environmental programs and issues within the Company’s operations, and, as necessary, takes actions intended to limit the Company’s exposure to potential liability. Although these costs cannot be predicted with certainty, management believes that the ultimate outcome of identified matters will not have a material adverse effect on the Company’s consolidated financial statements.

Personal Injury. The Company’s personal injury liability is based on semi-annual actuarial studies performed on an undiscounted basis by an independent third party actuarial firm and reviewed by management. This liability is based on personal injury claims filed and an estimate of claims incurred but not yet reported. Actual results may vary from estimates due to the number, type and severity of the injury, costs of medical treatments and uncertainties in litigation. Adjustments to the liability are reflected within operating expenses in the period in which changes to estimates are known. Personal injury claims in excess of self-insurance levels are insured up to certain coverage amounts, depending on the type of claim and year of occurrence. The personal injury liability as of September 30, 2017, was based on an updated actuarial study of personal injury claims through May 31, 2017, and review of the last four months’ experience.

The personal injury liability activity was as follows (in millions):



	Nine Months Ended September 30,
	2017			2016
Balance at beginning of year	$	23.8		$	23.9
Accruals	3.6			3.6
Change in estimate	(2.0		)	(0.6		)
Payments	(4.0		)	(2.3		)
Balance at end of period	$	21.4		$	24.6

Tax Contingencies. Tax returns filed in the U.S. for periods after 2013 and in Mexico for periods after 2011 remain open to examination by the taxing authorities. The Servicio de Administración Tributaria (the “SAT”), the Mexican equivalent of the IRS, completed the examination of the KCSM 2011 Mexico tax return during the quarter without adjustment. An SAT examination was

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

completed during the second quarter without adjustment for the KCSM Servicios, S.A. de C.V. (“KCSM Servicios”) 2013 Mexico tax return. The Company received audit assessments from the SAT during the first quarter of 2017 for the KCSM 2009 and 2010 Mexico tax returns. The Company commenced administrative actions with the SAT and if these assessments are not nullified, the matters will be litigated. The Company believes that it has strong legal arguments in its favor and it is more likely than not that the Company will prevail in any challenge of the assessments.

A tax benefit of $3.7 million was recognized in the third quarter of 2017 relating to a previous uncertain tax position as a result of a lapse of the statute of limitations.

The Company litigated a Value Added Tax (“VAT”) audit assessment from the SAT for KCSM for the year ended December 31, 2005. In November 2016, KCSM was notified of a resolution by the Mexican tax court annulling this assessment. The SAT appealed this resolution to the Mexican circuit court. In September 2017, KCSM was notified of a resolution by the circuit court which ordered the tax court to consider an argument made by KCSM in the original tax court proceeding that was not addressed in the tax court’s November 2016 resolution and which, if successful, would preclude the SAT from issuing a new 2005 VAT audit assessment. The Company believes it is probable that the tax court will continue to annul the 2005 VAT assessment. Further, the Company believes it is more likely than not that the SAT will ultimately be precluded from issuing a new 2005 VAT audit assessment. In the unexpected event that the SAT is provided the opportunity to issue a new 2005 VAT audit assessment, the Company cannot predict if the SAT would issue a new assessment or the basis of any new assessment. Accordingly, the Company is not able to estimate any related potential exposure.

KCSM has not historically assessed VAT on international import transportation services provided to its customers based on a written ruling that KCSM obtained from the SAT in 2008 stating that such services were not subject to VAT (the “2008 Ruling”). Notwithstanding the 2008 Ruling, in December 2013, the SAT unofficially informed KCSM of an intended implementation of new criteria effective as of January 1, 2014, pursuant to which VAT would be assessed on all international import transportation services on the portion of the services provided within Mexico. Additionally, in November 2013, the SAT filed an action to nullify the 2008 Ruling, potentially exposing the application of the new criteria to open tax years. In February 2014, KCSM filed an action opposing the SAT’s nullification action. In December 2016, KCSM was notified of a resolution issued by the Mexican tax court confirming the 2008 Ruling. The SAT has appealed this resolution and the matter is currently under review by the Mexican circuit court. The Company believes it is more likely than not that it will continue to prevail in this matter. Further, as of the date of this filing, the SAT has not implemented any new criteria regarding this assessment of VAT on international import transportation services. The Company believes it is probable that any unexpected nullification of the 2008 Ruling and the implementation of any new VAT criteria would be applied on a prospective basis, in which case, due to the pass-through nature of VAT, KCSM would begin to assess its customers for VAT on international import transportation services, resulting in no material impact to the Company’s consolidated financial statements.

Contractual Agreements. In the normal course of business, the Company enters into various contractual agreements related to commercial arrangements and the use of other railroads’ or governmental entities’ infrastructure needed for the operations of the business. The Company is involved or may become involved in certain disputes involving transportation rates, product loss or damage, charges, and interpretations related to these agreements. While the outcome of these matters cannot be predicted with certainty, the Company believes that, when resolved, these disputes will not have a material effect on its consolidated financial statements.

Credit Risk. The Company continually monitors risks related to economic changes and certain customer receivables concentrations. Significant changes in customer concentration or payment terms, deterioration of customer creditworthiness, bankruptcy, insolvency or liquidation of a customer, or further weakening in economic trends could have a significant impact on the collectability of the Company’s receivables and its operating results. If the financial condition of the Company’s customers were to deteriorate and result in an impairment of their ability to make payments, additional allowances may be required. The Company has recorded provisions for uncollectability based on its best estimate at September 30, 2017.

Panama Canal Railway Company (“PCRC”) Guarantees and Indemnities. At September 30, 2017, the Company had issued and outstanding $5.5 million under a standby letter of credit to fulfill its obligation to fund fifty percent of the debt service reserve and liquidity reserve established by PCRC in connection with the issuance of the 7.0% Senior Secured Notes due November 1, 2026 (the “PCRC Notes”). Additionally, KCS has pledged its shares of PCRC as security for the PCRC Notes.

Mexican Antitrust Review. Pursuant to the Mexican Antitrust Law and the Regulatory Railroad Service Law, on September 12, 2016, the Mexican government’s antitrust commission (Comisión Federal de Competencia Económica or “COFECE”), announced that it would review competitive conditions in the Mexican railroad industry, with respect to the existence of effective competition in the provision of interconnection services, trackage rights, switching rights and interline services used to render public freight transport in

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Notes to Consolidated Financial Statements—(Continued)

Mexico. The COFECE review includes the entire freight rail transportation market in Mexico and is not targeted to any single rail carrier.

On March 15, 2017, the COFECE published an executive summary of its preliminary report in the Diario Oficial de la Federación. The COFECE’s preliminary report concluded that there was a lack of effective competition in the market for trackage rights (“Relevant Market”) throughout the entire networks of KCSM, Ferrocarril Mexicano, S.A. de C.V., Ferrosur, S.A. de C.V., and Ferrocarril y Terminal del Valle de Mexico, S.A. de C.V.

The Company disagrees with the COFECE’s reasoning and preliminary conclusions, and responded on April 20, 2017 with evidence and arguments to support the Company’s position, as provided in the Mexican antitrust law. The Company’s response argues that the investigation which supports the conclusions in the preliminary report was conducted contrary to the rule of law, the rules of procedure, and relied upon faulty economic analysis.

On April 27, 2017, the COFECE initiated the incidental procedure to analyze the recusal of two of its commissioners from ongoing proceedings (“Motion to Recuse”). On June 6, 2017, KCSM presented arguments in connection with the Motion to Recuse. On July 7, 2017, KCSM was served with rulings dated June 22, 2017 and June 2, 2017, regarding the Motion to Recuse. Consequently, the two commissioners excluded themselves from further participation in the investigation.

The COFECE has an additional term of up to 110 business days after the decision of the Motion to Recuse to issue a final report in connection with effective competition conditions in the Relevant Market. It is expected a final ruling will be issued around January 2018. It is too early to determine what, if any, impact this review may have on Mexican rail operations in the future. If the COFECE’s final report determines there is a lack of effective competition, the COFECE could request the new Mexican Agencia Reguladora del Transporte Ferroviario (“Regulatory Agency of Rail Transportation” or “ARTF”), which has primary regulatory jurisdiction over the Company’s Mexican operations, to conduct proceedings to determine whether to establish new limited mandatory trackage rights and/or rate regulation under the Amendments to the Mexican Regulatory Railroad Service Law.

U.S. Surface Transportation Board. On July 27, 2016, the Surface Transportation Board issued a Notice of Proposed Rulemaking in Ex Parte 711 (Sub-No.1) Reciprocal Switching, proposing rules related to reciprocal switching. Initial comments on the proposed rule were due by October 26, 2016, and replies to the initial comments were due by January 13, 2017. On December 27, 2016, the agency suspended the procedural deadline following submission of reply comments, pending anticipated changes in the agency’s membership. Until the rule has been finalized, KCS cannot determine what effect, if any, the rule will have on its business.

12. Geographic Information

The Company strategically manages its rail operations as one reportable business segment over a single coordinated rail network that extends from the Midwest and Southeast portions of the United States south into Mexico and connects with other Class I railroads. Financial information reported at this level, such as revenues, operating income and cash flows from operations, is used by corporate management, including the Company’s chief operating decision-maker, in evaluating overall financial and operational performance, market strategies, as well as the decisions to allocate capital resources. The Company’s chief operating decision-maker is the chief executive officer.

The following tables provide information by geographic area (in millions):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Revenues	2017		2016		2017		2016
U.S.	$	345.9	$	317.4	$	1,011.5	$	896.4
Mexico	310.7		287.1		911.0		839.3
Total revenues	$	656.6	$	604.5	$	1,922.5	$	1,735.7

Property and equipment (including concession assets), net					September 30, 2017		December 31, 2016
U.S.					$	5,185.9	$	4,960.6
Mexico					3,149.7		3,109.1
Total property and equipment (including concession assets), net					$	8,335.6	$	8,069.7

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Notes to Consolidated Financial Statements—(Continued)

13. Condensed Consolidating Financial Information

Pursuant to Securities and Exchange Commission (“SEC”) Regulation S-X Rule 3-10 “Financial statements of guarantors and issuers of guaranteed securities registered or being registered”, the Company is required to provide condensed consolidating financial information for issuers of certain of its senior notes that are guaranteed.

As of September 30, 2017, KCS had outstanding $2,093.5 million senior notes due through 2045. The senior notes are unsecured obligations of KCS, and are also jointly and severally and fully and unconditionally guaranteed on an unsecured senior basis by Kansas City Southern Railway Company (“KCSR”) and certain wholly-owned domestic subsidiaries of KCS. As a result, the Company is providing the following condensed consolidating financial information (in millions).

Condensed Consolidating Statements of Comprehensive Income - KCS Notes



	Three Months Ended September 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	316.1		$	344.9		$	(4.4	)	$	656.6
Operating expenses	0.8			221.6			204.8			(4.4		)	422.8
Operating income (loss)	(0.8		)	94.5			140.1			—			233.8
Equity in net earnings of affiliates	130.2			2.5			2.2			(132.1		)	2.8
Interest expense	(20.3		)	(17.7		)	(8.8		)	21.6			(25.2		)
Foreign exchange gain	—			—			0.8			—			0.8
Other income (expense), net	20.8			(0.3		)	0.7			(21.5		)	(0.3		)
Income before income taxes	129.9			79.0			135.0			(132.0		)	211.9
Income tax expense	0.6			26.4			55.0			—			82.0
Net income	129.3			52.6			80.0			(132.0		)	129.9
Less: Net income attributable to noncontrolling interest	—			0.6			—			—			0.6
Net income attributable to Kansas City Southern and subsidiaries	129.3			52.0			80.0			(132.0		)	129.3
Other comprehensive loss	(0.7		)	—			(0.3		)	0.3			(0.7		)
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	128.6		$	52.0		$	79.7		$	(131.7	)	$	128.6

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Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Condensed Consolidating Statements of Comprehensive Income - KCS Notes—(Continued)



	Three Months Ended September 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	289.9		$	319.0		$	(4.4	)	$	604.5
Operating expenses	0.9			214.7			193.5			(4.4		)	404.7
Operating income (loss)	(0.9		)	75.2			125.5			—			199.8
Equity in net earnings of affiliates	119.1			1.7			3.0			(120.3		)	3.5
Interest expense	(21.7		)	(20.6		)	(16.7		)	33.8			(25.2		)
Foreign exchange loss	—			—			(19.8		)	—			(19.8		)
Other income (expense), net	26.3			(0.1		)	7.1			(33.3		)	—
Income before income taxes	122.8			56.2			99.1			(119.8		)	158.3
Income tax expense	2.2			19.9			15.2			—			37.3
Net income	120.6			36.3			83.9			(119.8		)	121.0
Less: Net income attributable to noncontrolling interest	—			0.4			—			—			0.4
Net income attributable to Kansas City Southern and subsidiaries	120.6			35.9			83.9			(119.8		)	120.6
Other comprehensive loss	(0.3		)	—			(0.4		)	0.4			(0.3		)
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	120.3		$	35.9		$	83.5		$	(119.4	)	$	120.3



	Nine Months Ended September 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	924.4		$	1,011.2		$	(13.1	)	$	1,922.5
Operating expenses	4.9			661.4			585.5			(13.1		)	1,238.7
Operating income (loss)	(4.9		)	263.0			425.7			—			683.8
Equity in net earnings of affiliates	410.8			5.3			8.2			(414.6		)	9.7
Interest expense	(61.0		)	(54.6		)	(27.1		)	67.8			(74.9		)
Foreign exchange gain	—			—			61.8			—			61.8
Other income, net	66.7			0.5			1.3			(67.8		)	0.7
Income before income taxes	411.6			214.2			469.9			(414.6		)	681.1
Income tax expense	1.3			78.1			190.2			—			269.6
Net income	410.3			136.1			279.7			(414.6		)	411.5
Less: Net income attributable to noncontrolling interest	—			1.2			—			—			1.2
Net income attributable to Kansas City Southern and subsidiaries	410.3			134.9			279.7			(414.6		)	410.3
Other comprehensive income (loss)	(1.7		)	—			1.8			(1.8		)	(1.7		)
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	408.6		$	134.9		$	281.5		$	(416.4	)	$	408.6

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Notes to Consolidated Financial Statements—(Continued)

Condensed Consolidating Statements of Comprehensive Income - KCS Notes—(Continued)



	Nine Months Ended September 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated KCS
Revenues	$	—		$	817.5		$	931.6		$	(13.4	)	$	1,735.7
Operating expenses	3.7			585.1			552.7			(13.4		)	1,128.1
Operating income (loss)	(3.7		)	232.4			378.9			—			607.6
Equity in net earnings of affiliates	336.3			4.7			9.0			(339.6		)	10.4
Interest expense	(61.1		)	(63.2		)	(46.6		)	97.7			(73.2		)
Foreign exchange loss	—			—			(47.3		)	—			(47.3		)
Other income, net	79.1			—			16.9			(96.5		)	(0.5		)
Income before income taxes	350.6			173.9			310.9			(338.4		)	497.0
Income tax expense	2.1			65.9			79.4			—			147.4
Net income	348.5			108.0			231.5			(338.4		)	349.6
Less: Net income attributable to noncontrolling interest	—			1.1			—			—			1.1
Net income attributable to Kansas City Southern and subsidiaries	348.5			106.9			231.5			(338.4		)	348.5
Other comprehensive loss	(1.0		)	—			(1.7		)	1.7			(1.0		)
Comprehensive income attributable to Kansas City Southern and subsidiaries	$	347.5		$	106.9		$	229.8		$	(336.7	)	$	347.5

Condensed Consolidating Balance Sheets - KCS Notes



	September 30, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated KCS
Assets:
Current assets	$	29.3	$	250.2	$	398.7	$	(37.7	)	$	640.5
Investments	—		3.9		48.0		—			51.9
Investments in consolidated subsidiaries	3,906.9		498.1		—		(4,405.0		)	—
Property and equipment (including concession assets), net	—		4,414.1		3,924.1		(2.6		)	8,335.6
Other assets	2,525.2		48.7		252.7		(2,754.3		)	72.3
Total assets	$	6,461.4	$	5,215.0	$	4,623.5	$	(7,199.6	)	$	9,100.3
Liabilities and equity:
Current liabilities	$	257.2	$	475.4	$	231.4	$	(39.2	)	$	924.8
Long-term debt	2,066.2		1,883.7		1,042.8		(2,754.3		)	2,238.4
Deferred income taxes	27.0		1,149.2		256.9		(0.8		)	1,432.3
Other liabilities	9.0		72.7		16.7		—			98.4
Stockholders’ equity	4,102.0		1,318.2		3,075.7		(4,405.3		)	4,090.6
Noncontrolling interest	—		315.8		—		—			315.8
Total liabilities and equity	$	6,461.4	$	5,215.0	$	4,623.5	$	(7,199.6	)	$	9,100.3

Table of Contents

Kansas City Southern and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Condensed Consolidating Balance Sheets - KCS Notes—(Continued)



	December 31, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated KCS
Assets:
Current assets	$	18.3	$	275.4	$	389.6	$	(35.3	)	$	648.0
Investments	—		3.9		29.0		—			32.9
Investments in consolidated subsidiaries	3,497.7		493.7		—		(3,991.4		)	—
Property and equipment (including concession assets), net	—		4,203.6		3,868.8		(2.7		)	8,069.7
Other assets	2,767.9		43.0		252.6		(2,996.6		)	66.9
Total assets	$	6,283.9	$	5,019.6	$	4,540.0	$	(7,026.0	)	$	8,817.5
Liabilities and equity:
Current liabilities	$	87.3	$	432.8	$	261.0	$	(36.7	)	$	744.4
Long-term debt	2,064.3		1,928.9		1,274.9		(2,996.6		)	2,271.5
Deferred income taxes	26.9		1,075.3		188.0		(0.9		)	1,289.3
Other liabilities	4.0		86.3		17.5		—			107.8
Stockholders’ equity	4,101.4		1,181.7		2,798.6		(3,991.8		)	4,089.9
Noncontrolling interest	—		314.6